SIXTH SUPPLEMENTAL INDENTURE

Exhibit 4.1

Sixth Supplemental Indenture

between

MetLife, Inc.,

as Issuer,

and

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

Dated as of August 7, 2008

Table of Contents

     SIXTH SUPPLEMENTAL INDENTURE, dated as of August 7, 2008 (this “ Sixth Supplemental Indenture ”), between MetLife, Inc., a Delaware corporation (the “ Company ”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), supplementing the First Supplemental Indenture, dated as of June 21, 2005 (the “ First Supplemental Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee, and further supplementing the Subordinated Indenture, dated as of June 21, 2005 (the “ Base Indenture ” and together with the First Supplemental Indenture, the “ Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee.

Recitals

     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s unsecured subordinated debentures, notes or other evidence of indebtedness (the “ Securities ”), to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;

     WHEREAS, the Company executed and delivered the First Supplemental Indenture to the Trustee to provide for the issuance of the Company’s 4.82% Junior Subordinated Debt Securities, Series A, due 2039 of MetLife (the “ Junior Subordinated Debentures ”);

     WHEREAS, pursuant to Section 2.12 of the First Supplemental Indenture, the Company and the Trustee are required to enter into this Sixth Supplemental Indenture to make provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in Article X of the Trust Agreement (as defined below) with respect to the Junior Subordinated Debentures;

     WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture; and

     WHEREAS, all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms, including its execution and delivery, have been duly authorized in all respects.

     NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I
Definitions

     SECTION 1.1 Definitions of Terms.

     Unless the context otherwise requires or unless otherwise set forth herein:

          (a) a term not defined herein that is defined in the Indenture, has the same meaning when used in this Sixth Supplemental Indenture;

          (b) the definition of any term in this Sixth Supplemental Indenture that is also defined in the Indenture, shall for the purposes of this Sixth Supplemental Indenture supersede the definition of such term in the Indenture;

          (c) a term defined anywhere in this Sixth Supplemental Indenture has the same meaning throughout;

          (d) the definition of a term in this Sixth Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical term that is defined in the Indenture insofar as the use or effect of such term in the Base Indenture, as previously defined, is concerned;

          (e) the singular includes the plural and vice versa ;

          (f) headings are for convenience of reference only and do not affect interpretation; and

          (g) the following terms have the meanings given to them in this Section 1.1(g):

     “ Additional Interest ” means the interest that shall accrue on any interest on the Junior Subordinated Debentures the payment of which has not been made on the applicable Interest Payment Date. References herein to “interest” include Additional Interest unless the context otherwise requires.

     “ Base Indenture ” has the meaning provided in the preamble hereto.

     “ Company ” has the meaning set forth in the preamble hereto.

     “ Comparable Treasury Issue ” means the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining from the Redemption Date to August 15, 2018 (the “ Remaining Life ”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable term.

     “ Comparable Treasury Price ” means, with respect to a Redemption Date (1) the average of five Reference Treasury Dealer Quotations for such Redempti